21 March 2023
Voyager Life plc
("Voyager" or the "Company")
Result of General Meeting, Additional Subscription and Issue of Equity
The General Meeting of the Shareholders of Voyager was held yesterday at 11.00 am (UK) at Tay House, Riverview Business Park, Friarton Road, Perth, Perthshire PH2 8DF. The Company is pleased to confirm that all resolutions were duly passed and announces a further subscription of new ordinary shares in the Company by an existing shareholder for £20,000.
Full details of the poll results are set out below:
| Resolution |
For |
Against |
Discretion to Chairman |
Percentage of Voting Rights |
Withheld |
Total |
| 01 |
558,631 |
Nil |
Nil |
4.60% |
2,161,776 |
2,720,407 |
| 02 |
2,720,407 |
Nil |
Nil |
22.38% |
Nil |
2,720,407 |
| 03 |
2,720,407 |
Nil |
Nil |
22.38% |
Nil |
2,720,407 |
The number of ordinary shares in issue at 6:30 p.m. (UK) on 17 March 2023 was 12,152,912. The Company does not hold any shares in treasury.
Additional Subscription and Issue of Equity
Following approval of Rule 9 Waiver granted under the Takeover Code, Eric Boyle, chairman, and Nick Tulloch, CEO, have each subscribed for 833,333 new ordinary shares of 1 pence each ("New Ordinary Shares") at a price of 12 pence per New Ordinary Share with a warrant to subscribe for an additional New Ordinary Share at an exercise price of 20 pence. These are the same terms as the fundraise announced at the time of the Company's acquisition of the CBD extraction and manufacturing facility in Poland from Goodbody Health Limited on 16 December 2022.
In addition, an existing shareholder has also subscribed for 166,666 New Ordinary Shares at a price of 12 pence per New Ordinary Share with a warrant to subscribe for an additional New Ordinary Share at an exercise price of 20 pence raising further funds of £20,000 for Voyager.
Admission
Application has been made for 1,833,332 new ordinary shares to be admitted to trading on the Aquis Stock Exchange Growth Market ("Admission"). Admission is expected to occur at 8:00 am on or around 24 March 2023. The new ordinary shares will rank pari passu with the existing ordinary shares.
Total Voting Rights
Following Admission, the Company's enlarged share capital will comprise 13,986,244 ordinary shares ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 13,986,244. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.
ENDS
Enquiries:
| Voyager Life plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
|
| Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
| Stanford Capital Partners LLP (Broker)
Patrick Claridge
Bob Pountney
John Howes
|
+44 (0) 203 3650 3650
+44 (0) 203 3650 3651
+44 (0) 203 3650 3652 |
Notes to Editors:
About Voyager
Voyager was founded in 2020 and is based in Perth, Scotland. The Company's primary objective is the formulation and supply of high quality CBD and hemp seed oil products although it also produces several other complementary products, the majority of which are manufactured from the hemp plant. Its product categories include a pet range which has rapidly developed into one of the Company's best sellers. The Company sells online, through third party stores and in its own stores which are located in St Andrews, Edinburgh and Dundee. The Company has two principal retail brands: Voyager, focused on health & wellness, and Ascend Skincare, its beauty range. Voyager products are currently available from Cornwall to Shetland in over 150 online and brick-and-mortar outlets. In December 2022, with the aim of expanding its manufacturing capability for EU markets, Voyager purchased a state-of-the-art CBD extraction and manufacturing facility in Poland.
The Company's philosophy of plant-based health and wellness is embodied in its mission statement and hashtag of "Choose you". With an experienced team and a product line created in line with the UK's regulatory regime, Voyager aims to become the trusted brand in this increasingly popular health and wellness space.
Through Voyager's bespoke skincare product creation and development division, voyagerCann, the Company also offers a full turnkey service to other CBD, skincare and cosmetics brands assisting them in developing and launching new products with manufacturing and distribution facilities in Scotland and Poland.
Website and social media links:
Voyager:
https://www.instagram.com/voyagercbd/
https://twitter.com/voyagercbd
https://www.linkedin.com/company/voyager-cbd/
https://www.facebook.com/voyagercbd/
voyagerCann:
https://www.instagram.com/voyagercann/
https://twitter.com/voyagercann/
https://www.linkedin.com/company/voyagercann/
https://www.facebook.com/voyagercann/
| 1. |
Details of PDMR / person closely associated with them ("PCA") |
||
| a) |
Name |
Nicholas Tulloch |
|
| 2. |
Reason for the notification |
||
| a) |
Position / status |
CEO |
|
| b) |
Initial notification / amendment |
Initial notification |
|
| 3. |
Details of the issuer, UK emission allowance market participant, auction platform or auctioneer |
||
| a) |
Name |
Voyager Life plc |
|
| b) |
LEI |
213800XIUQ3AHRZ6UF89 |
|
| 2. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
||
| a) |
Description of the financial instrument |
Subscription of new ordinary shares of 1 pence each and issue of warrants over new ordinary shares of 1 pence each |
|
| b) |
Nature of the transaction |
Investment in the Company following approval of the Rule 9 Waiver granted by the Takeover Panel |
|
| c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
| 12 pence |
833,333 |
||
| |
|
20 pence (warrants) |
833,333 |
| |
|
|
|
| |
|
|
|
| d) |
Aggregated information Aggregated volume Price |
N/A
|
|
| e) |
Date of the transaction |
20 March 2023 |
|
| f) |
Place of the transaction |
Outside a trading venue |
|
| 1. |
Details of PDMR / person closely associated with them ("PCA") |
||
| a) |
Name |
Eric Boyle |
|
| 2. |
Reason for the notification |
||
| a) |
Position / status |
Chairman |
|
| b) |
Initial notification / amendment |
Initial notification |
|
| 3. |
Details of the issuer, UK emission allowance market participant, auction platform or auctioneer |
||
| a) |
Name |
Voyager Life plc |
|
| b) |
LEI |
213800XIUQ3AHRZ6UF89 |
|
| 2. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
||
| a) |
Description of the financial instrument |
Subscription of new ordinary shares of 1 pence each and issue of warrants over new ordinary shares of 1 pence each |
|
| b) |
Nature of the transaction |
Investment in the Company following approval of the Rule 9 Waiver granted by the Takeover Panel |
|
| c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
| 12 pence |
833,333 |
||
| |
|
20 pence (warrants) |
833,333 |
| |
|
|
|
| |
|
|
|
| d) |
Aggregated information Aggregated volume Price |
N/A
|
|
| e) |
Date of the transaction |
20 March 2023 |
|
| f) |
Place of the transaction |
Outside a trading venue |
|
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